PROLOGIS, INC. 
By SAN FRANCISCO, Jan. 30, 2014 /PRNewswire/ -- Prologis, Inc. (NYSE: PLD), the leading global owner, operator and developer of industrial real estate, today reported results for the fourth quarter and full year 2013.
Core funds from operations (Core FFO) per fully diluted share was $0.43 for the fourth quarter 2013 compared to $0.42 for the same period in 2012. Core FFO per fully diluted share in 2013 was $1.65 compared to $1.74 for 2012.
Net earnings per fully diluted share was $0.12 for the fourth quarter 2013 compared to a net loss of $0.50 for the same period in 2012. Net earnings per share was $0.64 for 2013 compared to a net loss of $0.18 in 2012. The year-over-year increase was primarily due to gains on the disposition of assets.
"Our financial and operating results for the fourth quarter and full year reflect the strong market fundamentals that continued throughout 2013," said Hamid R. Moghadam, chairman and CEO, Prologis. "We significantly increased occupancy with solid rent growth, exceeded our value creation objectives with above-average development margins, and substantially grew our Investment Management business."
"As we look forward, the combination of rental growth, the profitable build-out of our land bank, and improvements in efficiencies resulting from our global scale sets us up well for an extended period of robust earnings growth," Moghadam added.
OPERATING PORTFOLIO METRICS
The company leased a record 43.7 million square feet (4.1 million square meters) in its combined operating and development portfolios in the fourth quarter, and 152 million square feet (14.1 million square meters) in 2013. Prologis ended the quarter with 95.1 percent occupancy in its operating portfolio, up 120 basis points over the prior quarter.
Tenant retention in the quarter was 86.8 percent, with tenant renewals totaling 27.4 million square feet (2.5 million square meters). GAAP rental rates on leases signed in the quarter increased 5.9 percent from prior rents compared to a decrease of 2.1 percent in the same period in 2012.
In the fourth quarter, GAAP same-store net operating income (NOI) increased 2.7 percent, and 3.0 percent on an adjusted cash basis.
INVESTMENT MANAGEMENT
During the fourth quarter, Prologis raised $1.8 billion in third-party equity, leading to a record $4.1 billion in 2013. With the closing of Prologis U.S. Logistics Venture (USLV), the company has $26.4 billion in assets under management in 15 ventures.
CAPITAL DEPLOYMENT
The company increased its total assets owned and under management to $48.2 billion, up from $44.8 billion at December 31, 2012, an increase of 7.8 percent.
Acquisitions & Equity Investments in Co-investment Ventures
During the fourth quarter, the company invested $539 million ($351 million Prologis' share) in building acquisitions and equity in Prologis SGP Mexico. The stabilized capitalization rate on building acquisitions was 6.7 percent. In 2013, the company invested $2.4 billion ($1.8 billion Prologis' share) in building acquisitions and equity in six of its co-investments. The stabilized capitalization rate on building acquisitions was 6.5 percent.
Development Starts and Pipeline
During the quarter, the company started $578 million ($491 million Prologis' share) of new development projects, 29 percent of which were build-to-suits. In 2013, the company initiated $1.8 billion ($1.5 billion Prologis' share) of new development projects, 42 percent of which were build-to-suits. The starts had an estimated weighted average yield at stabilization of 7.6 percent and an estimated development margin of 19.1 percent. With these projects, the company monetized $450 million of land, and its estimated share of value creation on these starts was $277 million.
The company stabilized $514 million ($429 million Prologis' share) in development projects during the fourth quarter, with an estimated margin of 27.9 percent and $143 million ($125 million Prologis' share) in estimated value creation. For 2013, the company stabilized $1.4 billion ($1.2 billion Prologis' share) in development projects, with an estimated development margin of 30.4 percent and $426 million ($372 million Prologis' share) in estimated value creation.
At year end, Prologis' global development pipeline comprised 30.4 million square feet (2.8 million square meters), with a total expected investment of $2.4 billion ($2.0 billion Prologis' share). The company's share of estimated value creation at stabilization is expected to be $377 million, with an estimated weighted average stabilized yield of 7.4 percent and an estimated development margin of approximately 17.9 percent.
Dispositions and Contributions
During the fourth quarter, Prologis completed $1.8 billion ($1.4 billion Prologis' share) in contributions and dispositions of buildings and land. The stabilized capitalization rate on contributions and building dispositions was 6.0 percent. For 2013, contributions and dispositions totaled $8.4 billion ($5.4 billion Prologis' share) with a stabilized capitalization rate of 6.4 percent.
Subsequent to quarter end, the company contributed $1.0 billion of assets from its operating portfolio to USLV, the newly-formed joint venture with Norges Bank Investment Management.
CAPITAL MARKETS
Prologis completed approximately $3.9 billion of capital markets activity in the fourth quarter and $17.5 billion in 2013, including debt financings, re-financings and pay-downs.
Notable activity in the fourth quarter included:
-- The issuance of $1.5 billion of senior notes with a blended interest
rate of 3.1 percent and term of 7.8 years; and
-- The redemption of $562 million of ProLogis European Properties bonds and
the repurchase of $513 million of senior notes.
"We had a very successful year on the financing front," said Thomas S. Olinger, chief financial officer, Prologis. "We took the opportunity to lock in favorable interest rates and to further enhance our debt maturity profile."
GUIDANCE FOR 2014
Prologis established a 2014 Core FFO guidance range of $1.74 to $1.82 per diluted share. On a GAAP basis, the company expects net income to range between $0.02 to $0.10 per share.
The Core FFO and earnings guidance reflected above excludes any potential future gains (losses) recognized from real estate transactions and early extinguishment of debt. In reconciling from net earnings to Core FFO, Prologis makes certain adjustments, including but not limited to, real estate depreciation and amortization expense, impairment charges, deferred taxes, gains or losses on early extinguishment of debt, and unrealized gains or losses on foreign currency or derivative activity.
The difference between the company's Core FFO and net earnings guidance for 2014 predominantly relates to real estate depreciation and recognized gains on real estate transactions.
The principal drivers supporting Prologis' 2014 guidance include the following:
-- Year-end occupancy in its operating portfolio between 95 to 96 percent
(consistent with historical seasonal trends, the company expects
occupancy to decrease in the first quarter and trend higher through the
remainder of the year);
-- Same-store NOI growth of 3 to 4 percent;
-- Development starts of $1.8 to $2.2 billion (80 percent Prologis' share);
-- Building acquisitions of $500 million to $1 billion (40 percent
Prologis' share);
-- Building and land dispositions of $500 to $750 million (80 percent
Prologis' share);
-- Contributions of $2.0 to $2.25 billion (50 percent Prologis' share); and
-- A euro exchange rate of $1.35 and a yen exchange rate of JPY 105 per
U.S. dollar.
WEBCAST AND CONFERENCE CALL INFORMATION
The company will host a webcast /conference call to discuss quarterly results, current market conditions and future outlook today, Jan. 30, 2014, at 12:00 p.m. U.S. Eastern Time. Interested parties are encouraged to access the live webcast by clicking the microphone icon located near the top of the opening page of the Prologis Investor Relations website (http://ir.prologis.com). Interested parties also can participate via conference call by dialing +1 877-256-7020 (toll-free from the U.S. and Canada) or +1 973-409-9692 (from all other countries) and enter conference code 48765445.
A telephonic replay will be available from January 30 through February 28 at +1 855-859-2056 (from the U.S. and Canada) or +1 404-537-3406 (from all other countries), with conference code 48765445. The webcast replay will be posted when available in the "Events & Presentations" section of Investor Relations on the Prologis website.
ABOUT PROLOGIS
Prologis, Inc., is the leading owner, operator and developer of industrial real estate, focused on global and regional markets across the Americas, Europe and Asia. As of December 31, 2013, Prologis owned or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 569 million square feet (52.9 million square meters) in 21 countries. These properties are leased to more than 4,500 customers, including third-party logistics providers, transportation companies, retailers, manufacturers, and other enterprises.
The statements in this release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis operates, management's beliefs and assumptions made by management. Such statements involve uncertainties that could significantly impact Prologis' financial results. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future -- including statements relating to rent and occupancy growth, development activity and changes in sales or contribution volume of properties, disposition activity, general conditions in the geographic areas where we operate, our debt and financial position, our ability to form new co-investment ventures and the availability of capital in existing or new co-investment ventures -- are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates, (iii) increased or unanticipated competition for our properties, (iv) risks associated with acquisitions, dispositions and development of properties, (v) maintenance of real estate investment trust ("REIT") status and tax structuring, (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings, (vii) risks related to our investments in our co-investment ventures and funds, including our ability to establish new co-investment ventures and funds, (viii) risks of doing business internationally, including currency risks, (ix) environmental uncertainties, including risks of natural disasters, and (x) those additional factors discussed in reports filed with the Securities and Exchange Commission by Prologis under the heading "Risk Factors." Prologis undertakes no duty to update any forward-looking statements appearing in this release.
Three months Year ended December
ended December 31,
31,
--------------- -------------------
(dollars in thousands,
except per share data) 2013 2012 2013 2012
Revenues $436,764 $506,108 $1,750,486 $1,960,518
Net
earnings
(loss)
attributable
to common
stockholders 59,057 (228,713) 315,422 (80,946)
FFO, as
defined
by
Prologis 212,599 (88,199) 855,173 552,435
Core FFO 215,055 195,816 813,224 813,863
Core AFFO 147,554 110,786 580,844 563,180
Adjusted
EBITDA 366,664 369,271 1,384,274 1,485,080
Value
creation
from
development
stabilization
-
Prologis
share 125,184 13,243 372,378 150,803
Per common
share -
diluted:
Net earnings (loss)
attributable to common
stockholders $0.12 $(0.50) $0.64 $(0.18)
FFO, as defined by
Prologis 0.42 (0.19) 1.73 1.19
Core FFO 0.43 0.42 1.65 1.74
(in thousands) December 31, September December 31,
2013 30, 2013 2012
------------- ------------ ---------- ------------
Assets:
Investments
in real
estate
assets:
Operating
properties $17,801,064 $18,404,897 $22,608,248
Development
portfolio 1,021,017 1,084,959 951,643
Land 1,516,166 1,643,055 1,794,364
Other real
estate
investments 486,230 466,997 454,868
------- ------- -------
20,824,477 21,599,908 25,809,123
Less
accumulated
depreciation 2,568,998 2,540,370 2,480,660
--------- --------- ---------
Net investments in properties 18,255,479 19,059,538 23,328,463
Investments
in and
advances to
unconsolidated
entities 4,430,239 4,210,305 2,195,782
Notes
receivable
backed by
real estate 188,000 189,663 188,000
Assets held
for sale 4,042 3,958 26,027
----- ----- ------
Net investments in real estate 22,877,760 23,463,464 25,738,272
Cash and
cash
equivalents 491,129 121,693 100,810
Restricted
cash 14,210 42,488 176,926
Accounts
receivable 128,196 137,879 171,084
Other assets 1,061,012 1,024,019 1,123,053
Total assets $24,572,307 $24,789,543 $27,310,145
=========== =========== ===========
Liabilities and Equity:
Liabilities:
Debt $9,011,216 $9,119,317 $11,790,794
Accounts
payable,
accrued
expenses,
and other
liabilities 1,384,638 1,406,704 1,746,015
Total liabilities 10,395,854 10,526,021 13,536,809
---------- ---------- ----------
Equity:
Stockholders'
equity:
Preferred
stock 100,000 100,000 582,200
Common stock 4,988 4,986 4,618
Additional
paid-in
capital 17,974,452 17,952,611 16,411,855
Accumulated
other
comprehensive
loss (435,675) (451,658) (233,563)
Distributions
in excess
of net
earnings (3,932,664) (3,852,846) (3,696,093)
---------- ---------- ----------
Total stockholders' equity 13,711,101 13,753,093 13,069,017
Noncontrolling
interests 417,086 459,897 653,125
Noncontrolling
interests -
limited
partnership
unitholders 48,266 50,532 51,194
------ ------ ------
Total equity 14,176,453 14,263,522 13,773,336
---------- ---------- ----------
Total liabilities and equity $24,572,307 $24,789,543 $27,310,145
=========== =========== ===========
(in thousands, except per share amounts) Three Months Ended Twelve Months Ended
December 31, December 31,
------------ ------------
2013 2012 2013 2012
Revenues:
Rental income $379,208 $470,294 $1,559,493 $1,823,781
Investment
management
income 53,907 31,715 179,472 126,779
Development
management
and other
income 3,649 4,099 11,521 9,958
Total
revenues 436,764 506,108 1,750,486 1,960,518
------- ------- --------- ---------
Expenses:
Rental
expenses 104,936 127,916 451,938 491,239
Investment
management
expenses 22,341 16,134 89,279 63,820
General and
administrative
expenses 63,067 60,608 229,207 228,068
Depreciation
and
amortization 165,453 183,338 648,668 724,262
Other
expenses 9,488 9,414 26,982 26,556
Merger,
acquisition
and other
integration
expenses - 28,103 - 80,676
Impairment of
real estate
properties - 243,138 - 252,914
Total
expenses 365,285 668,651 1,446,074 1,867,535
------- ------- --------- ---------
Operating income (loss) 71,479 (162,543) 304,412 92,983
Other income (expense):
Earnings from
unconsolidated
entities,
net 37,666 11,229 97,220 31,676
Interest
income 4,147 5,107 17,549 22,299
Interest
expense (87,832) (123,074) (379,327) (505,215)
Gains on
acquisitions
and
dispositions
of
investments
in real
estate, net 151,702 24,639 597,656 305,607
Foreign
currency and
derivative
gains
(losses) and
other income
(expenses),
net (32,619) (2,567) (24,234) (19,918)
Losses on
early
extinguishment
of debt, net (112,859) (19,033) (277,014) (14,114)
Impairment of
other assets - - - (16,135)
Total
other
income
(expense) (39,795) (103,699) 31,850 (195,800)
------- -------- ------ --------
Earnings (loss) before income taxes 31,684 (266,242) 336,262 (102,817)
Income tax
expense -
current and
deferred 22,199 3,364 106,733 3,580
Earnings (loss) from continuing
operations 9,485 (269,606) 229,529 (106,397)
Discontinued operations:
Income
attributable
to disposed
properties
and assets
held for
sale 1,832 5,646 6,970 40,827
Net gains on
dispositions,
including
related
impairment
charges and
taxes 56,952 48,620 116,550 35,098
Total
discontinued
operations 58,784 54,266 123,520 75,925
------ ------ ------- ------
Consolidated net earnings (loss) 68,269 (215,340) 353,049 (30,472)
Net earnings attributable to
noncontrolling interests (7,077) (3,068) (10,128) (9,248)
------ ------ ------- ------
Net earnings (loss) attributable to
controlling interests 61,192 (218,408) 342,921 (39,720)
Preferred stock dividends (2,135) (10,305) (18,391) (41,226)
Loss on preferred stock redemption - - (9,108) -
Net earnings (loss) attributable to
common stockholders $59,057 $(228,713) $315,422 $(80,946)
======= ========= ======== ========
Weighted average common shares
outstanding -Diluted (A) 503,760 462,346 491,546 461,848
Net earnings (loss) per share
attributable to common stockholders -
Diluted $0.12 $(0.50) $0.64 $(0.18)
-------------------------------------- ----- ------ ----- ------
(in thousands) Three Months Ended Twelve Months
Ended
December 31, December 31,
------------ ------------
2013 2012 2013 2012
Reconciliation of net earnings (loss) to FFO
Net earnings (loss) attributable to common
stockholders $59,057 $(228,713) $315,422 $(80,946)
Add (deduct)
NAREIT defined
adjustments:
Real estate
related
depreciation
and
amortization 159,489 177,702 624,573 705,717
Impairment
charges on
certain
real estate
properties - 13,141 - 34,801
Net gains on
non-FFO
acquisitions
and
dispositions (76,751) (61,434) (271,315) (207,033)
Reconciling
items
related to
noncontrolling
interests (1,310) (5,592) (8,993) (27,680)
Our share of
reconciling
items
included in
earnings
from
unconsolidated
co-
investment
ventures 42,107 20,740 153,710 115,790
Our share of
reconciling
items
included in
earnings
from other
unconsolidated
joint
ventures 1,738 2,292 6,082 11,533
----- ----- ----- ------
Subtotal-NAREIT defined FFO 184,330 (81,864) 819,479 552,182
Add (deduct)
our defined
adjustments:
Unrealized
foreign
currency
and
derivative
losses
(gains) and
related
amortization,
net 33,457 (666) 32,870 14,892
Deferred
income tax
expense
(benefit) 1,704 (2,162) 656 (8,804)
Our share of
reconciling
items
included in
earnings
from
unconsolidated
co-
investment
ventures (6,892) (3,507) 2,168 (5,835)
------ ------ ----- ------
FFO, as defined by Prologis 212,599 (88,199) 855,173 552,435
Adjustments to arrive at Core FFO, including
our share of unconsolidated entities:
Net gains on
acquisitions
and
dispositions
of investments
in real
estate, net of
expenses (117,887) (5,835) (336,815) (121,303)
Losses on early
extinguishment
of debt and
redemption of
preferred
stock, net 112,859 19,033 286,122 14,114
Our share of
reconciling
items included
in earnings
from
unconsolidated
entities 7,484 12,717 8,744 23,097
Impairment
charges - 229,997 - 264,844
Merger,
acquisition
and other
integration
expenses - 28,103 - 80,676
Adjustments
to arrive
at Core FFO 2,456 284,015 (41,949) 261,428
----- ------- ------- -------
Core FFO $215,055 $195,816 $813,224 $813,863
Adjustments to arrive at Core Adjusted FFO
("Core AFFO"), including our share of
unconsolidated entities:
Straight-lined
rents and
amortization
of lease
intangibles (5,011) (5,543) (22,968) (27,753)
Property
improvements (31,445) (36,037) (93,841) (90,144)
Tenant
improvements (28,076) (26,970) (102,138) (95,566)
Leasing
commissions (18,632) (19,481) (64,094) (56,629)
Amortization of
management
contracts 1,332 1,805 5,726 6,419
Amortization of
debt discounts
(premiums) and
financing
costs, net of
capitalization (4,528) (6,877) (19,387) (19,688)
Cash received
on net
investment
hedges 1,804 - 7,848 -
Stock
compensation
expense 17,055 8,073 56,474 32,678
Core AFFO $147,554 $110,786 $580,844 $563,180
======== ======== ======== ========
Common stock dividends $141,127 $131,624 $554,242 $522,986
---------------------- -------- -------- -------- --------
Calculation of Per Share Amounts is as follows (in thousands, except per share amounts):
Three Months Ended Twelve Months
Ended
December 31, December 31,
------------ ------------
2013 2012 2013 2012
Net earnings (loss)
------------------
Net earnings (loss) $59,057 $(228,713) $315,422 $(80,946)
Noncontrolling interest
attributable to
exchangeable partnership
units 144 (859) 1,305 (110)
Adjusted net earnings -
Diluted $59,201 $(229,572) $316,727 $(81,056)
======= ========= ======== ========
Weighted average common
shares outstanding -Basic 498,104 460,447 486,076 459,895
Incremental weighted average
effect on exchange of
limited partnership units 1,996 1,899 2,060 1,953
Incremental weighted average
effect of stock awards 3,660 - 3,410 -
Weighted average common
shares outstanding -
Diluted 503,760 462,346 491,546 461,848
======= ======= ======= =======
Net earnings per share -
Basic $0.12 $(0.50) $0.65 $(0.18)
===== ====== ===== ======
Net earnings per share -
Diluted $0.12 $(0.50) $0.64 $(0.18)
===== ====== ===== ======
FFO, as defined by Prologis
---------------------------
FFO, as defined by Prologis $212,599 $(88,199) $855,173 $552,435
Noncontrolling interest
attributable to
exchangeable limited
partnership units 144 (859) 2,828 227
Interest expense on
exchangeable debt assumed
exchanged 4,235 - 16,940 -
----- --- ------ ---
FFO, as defined by Prologis
-Diluted $216,978 $(89,058) $874,941 $552,662
======== ======== ======== ========
Weighted average common
shares outstanding -Basic 498,104 460,447 486,076 459,895
Incremental weighted average
effect on exchange of
limited partnership units 1,996 1,899 3,411 3,238
Incremental weighted average
effect of stock awards 3,660 - 3,410 2,173
Incremental weighted average
effect on exchange of
certain exchangeable debt 11,879 - 11,879 -
------ --- ------ ---
Weighted average common
shares outstanding -
Diluted 515,639 462,346 504,776 465,306
======= ======= ======= =======
FFO, as defined by Prologis
per share -Diluted $0.42 $(0.19) $1.73 $1.19
===== ====== ===== =====
Core FFO
--------
Core FFO $215,055 $195,816 $813,224 $813,863
Noncontrolling interest
attributable to
exchangeable limited
partnership units 144 (708) 2,828 227
Interest expense on exchange
debt assumed converted 4,235 4,235 16,940 16,896
----- ----- ------ ------
Core FFO - Diluted $219,434 $199,343 $832,992 $830,986
======== ======== ======== ========
Weighted average common
shares outstanding -Basic 498,104 460,447 486,076 459,895
Incremental weighted average
effect on exchange of
limited partnership units 1,996 3,171 3,411 3,238
Incremental weighted average
effect of stock awards 3,660 2,195 3,410 2,173
Incremental weighted average
effect on exchange of
certain exchangeable debt 11,879 11,879 11,879 11,879
------ ------ ------ ------
Weighted average common
shares outstanding -
Diluted 515,639 477,692 504,776 477,185
======= ======= ======= =======
Core FFO per share - Diluted $0.43 $0.42 $1.65 $1.74
---------------------------- ----- ----- ----- -----
FFO, as defined by Prologis; Core FFO; Core AFFO (collectively referred to as "FFO"). FFO is a non-GAAP measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to FFO is net earnings. Although the National Association of Real Estate Investment Trusts ("NAREIT") has published a definition of FFO, modifications to the NAREIT calculation of FFO are common among REITs, as companies seek to provide financial measures that meaningfully reflect their business.
FFO is not meant to represent a comprehensive system of financial reporting and does not present, nor do we intend it to present, a complete picture of our financial condition and operating performance. We believe net earnings computed under GAAP remains the primary measure of performance and that FFO is only meaningful when it is used in conjunction with net earnings computed under GAAP. Further, we believe our consolidated financial statements, prepared in accordance with GAAP, provide the most meaningful picture of our financial condition and our operating performance.
NAREIT's FFO measure adjusts net earnings computed under GAAP to exclude historical cost depreciation and gains and losses from the sales, along with impairment charges, of previously depreciated properties. We agree that these NAREIT adjustments are useful to investors for the following reasons:
(i) historical cost accounting for real estate assets in accordance with GAAP assumes, through depreciation charges, that the value of real estate assets diminishes predictably over time. NAREIT stated in its White Paper on FFO "since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves." Consequently, NAREIT's definition of FFO reflects the fact that real estate, as an asset class, generally appreciates over time and depreciation charges required by GAAP do not reflect the underlying economic realities.
(ii) REITs were created as a legal form of organization in order to encourage public ownership of real estate as an asset class through investment in firms that were in the business of long-term ownership and management of real estate. The exclusion, in NAREIT's definition of FFO, of gains and losses from the sales, along with impairment charges, of previously depreciated operating real estate assets allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT's activity and assists in comparing those operating results between periods. We include the gains and losses (including impairment charges) from dispositions of land and development properties, as well as our proportionate share of the gains and losses (including impairment charges) from dispositions of development properties recognized by our unconsolidated entities, in our definition of FFO.
Our FFO Measures
At the same time that NAREIT created and defined its FFO measure for the REIT industry, it also recognized that "management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community." We believe stockholders, potential investors and financial analysts who review our operating results are best served by a defined FFO measure that includes other adjustments to net earnings computed under GAAP in addition to those included in the NAREIT defined measure of FFO. Our FFO measures are used by management in analyzing our business and the performance of our properties and we believe that it is important that stockholders, potential investors and financial analysts understand the measures management uses.
We use these FFO measures, including by segment and region, to: (i) evaluate our performance and the performance of our properties in comparison to expected results and results of previous periods, relative to resource allocation decisions; (ii) evaluate the performance of our management; (iii) budget and forecast future results to assist in the allocation of resources; (iv) assess our performance as compared to similar real estate companies and the industry in general; and (v) evaluate how a specific potential investment will impact our future results. Because we make decisions with regard to our performance with a long-term outlook, we believe it is appropriate to remove the effects of short-term items that we do not expect to affect the underlying long-term performance of the properties. The long-term performance of our properties is principally driven by rental income. While not infrequent or unusual, these additional items we exclude in calculating FFO, as defined by Prologis, are subject to significant fluctuations from period to period that cause both positive and negative short-term effects on our results of operations in inconsistent and unpredictable directions that are not relevant to our long-term outlook.
We use our FFO measures as supplemental financial measures of operating performance. We do not use our FFO measures as, nor should they be considered to be, alternatives to net earnings computed under GAAP, as indicators of our operating performance, as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs.
FFO, as defined by Prologis
To arrive at FFO, as defined by Prologis, we adjust the NAREIT defined FFO measure to exclude:
(i) deferred income tax benefits and deferred income tax expenses recognized by our subsidiaries;
(ii) current income tax expense related to acquired tax liabilities that were recorded as deferred tax liabilities in an acquisition, to the extent the expense is offset with a deferred income tax benefit in GAAP earnings that is excluded from our defined FFO measure;
(iii) foreign currency exchange gains and losses resulting from debt transactions between us and our foreign consolidated subsidiaries and our foreign unconsolidated entities;
(iv) foreign currency exchange gains and losses from the remeasurement (based on current foreign currency exchange rates) of certain third party debt of our foreign consolidated subsidiaries and our foreign unconsolidated entities; and
(v) mark-to-market adjustments and related amortization of debt discounts associated with derivative financial instruments.
We calculate FFO, as defined by Prologis for our unconsolidated entities on the same basis as we calculate our FFO, as defined by Prologis.
We believe investors are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in planning and executing our business strategy.
Core FFO
In addition to FFO, as defined by Prologis, we also use Core FFO. To arrive at Core FFO, we adjust FFO, as defined by Prologis, to exclude the following recurring and non-recurring items that we recognized directly or our share of these items recognized by our unconsolidated entities to the extent they are included in FFO, as defined by Prologis:
(i) gains or losses from acquisition, contribution or sale of land or development properties;
(ii) income tax expense related to the sale of investments in real estate and third-party acquisition costs related to the acquisition of real estate;
(iii) impairment charges recognized related to our investments in real estate generally as a result of our change in intent to contribute or sell these properties;
(iv) gains or losses from the early extinguishment of debt;
(v) merger, acquisition and other integration expenses; and
(vi) expenses related to natural disasters.
We believe it is appropriate to further adjust our FFO, as defined by Prologis for certain recurring items as they were driven by transactional activity and factors relating to the financial and real estate markets, rather than factors specific to the on-going operating performance of our properties or investments. The impairment charges we have recognized were primarily based on valuations of real estate, which had declined due to market conditions, that we no longer expected to hold for long-term investment. Over the last few years, we made it a priority to strengthen our financial position by reducing our debt, our investment in certain low yielding assets and our exposure to foreign currency exchange fluctuations. As a result, we changed our intent to sell or contribute certain of our real estate properties and recorded impairment charges when we did not expect to recover the costs of our investment. Also, we have purchased portions of our debt securities when we believed it was advantageous to do so, which was based on market conditions, and in an effort to lower our borrowing costs and extend our debt maturities. As a result, we have recognized net gains or losses on the early extinguishment of certain debt due to the financial market conditions at that time.
We have also adjusted for some non-recurring items. The merger, acquisition and other integration expenses included costs we incurred in 2011 and 2012 associated with the merger with AMB Property Corporation and ProLogis and the acquisition of our co-investment venture Prologis European Properties and the integration of our systems and processes. In addition, we and our co-investment ventures make acquisitions of real estate and we believe the costs associated with these transactions are transaction based and not part of our core operations.
We analyze our operating performance primarily by the rental income of our real estate and the revenue driven by our investment management business, net of operating, administrative and financing expenses. This income stream is not directly impacted by fluctuations in the market value of our investments in real estate or debt securities. As a result, although these items have had a material impact on our operations and are reflected in our financial statements, the removal of the effects of these items allows us to better understand the core operating performance of our properties over the long-term.
We use Core FFO, including by segment and region, to: (i) evaluate our performance and the performance of our properties in comparison to expected results and results of previous periods, relative to resource allocation decisions; (ii) evaluate the performance of our management; (iii) budget and forecast future results to assist in the allocation of resources; (iv) provide guidance to the financial markets to understand our expected operating performance; (v) assess our operating performance as compared to similar real estate companies and the industry in general; and (vi) evaluate how a specific potential investment will impact our future results. Because we make decisions with regard to our performance with a long-term outlook, we believe it is appropriate to remove the effects of items that we do not expect to affect the underlying long-term performance of the properties we own. As noted above, we believe the long-term performance of our properties is principally driven by rental income. We believe investors are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in planning and executing our business strategy.
Core AFFO
To arrive at Core AFFO, we adjust Core FFO to further exclude our share of; (i) straight-line rents; (ii) amortization of above- and below-market lease intangibles; (iii) recurring capital expenditures; (iv) amortization of management contracts; (v) amortization of debt premiums and discounts, net of amounts capitalized, and; (vi) stock compensation expense.
We believe Core AFFO provides a meaningful indicator of our ability to fund cash needs, including cash distributions to our stockholders.
Limitations on Use of our FFO Measures
While we believe our defined FFO measures are important supplemental measures, neither NAREIT's nor our measures of FFO should be used alone because they exclude significant economic components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. Accordingly, these are only a few of the many measures we use when analyzing our business. Some of these limitations are:
-- The current income tax expenses and acquisition costs that are excluded
from our defined FFO measures represent the taxes and transaction costs
that are payable.
-- Depreciation and amortization of real estate assets are economic costs
that are excluded from FFO. FFO is limited, as it does not reflect the
cash requirements that may be necessary for future replacements of the
real estate assets. Further, the amortization of capital expenditures
and leasing costs necessary to maintain the operating performance of
industrial properties are not reflected in FFO.
-- Gains or losses from property acquisitions and dispositions or
impairment charges related to expected dispositions represent changes in
value of the properties. By excluding these gains and losses, FFO does
not capture realized changes in the value of acquired or disposed
properties arising from changes in market conditions.
-- The deferred income tax benefits and expenses that are excluded from our
defined FFO measures result from the creation of a deferred income tax
asset or liability that may have to be settled at some future point. Our
defined FFO measures do not currently reflect any income or expense that
may result from such settlement.
-- The foreign currency exchange gains and losses that are excluded from
our defined FFO measures are generally recognized based on movements in
foreign currency exchange rates through a specific point in time. The
ultimate settlement of our foreign currency-denominated net assets is
indefinite as to timing and amount. Our FFO measures are limited in that
they do not reflect the current period changes in these net assets that
result from periodic foreign currency exchange rate movements.
-- The gains and losses on extinguishment of debt that we exclude from our
Core FFO, may provide a benefit or cost to us as we may be settling our
debt at less or more than our future obligation.
-- The merger, acquisition and other integration expenses and the natural
disaster expenses that we exclude from Core FFO are costs that we have
incurred.
We compensate for these limitations by using our FFO measures only in conjunction with net earnings computed under GAAP when making our decisions. This information should be read with our complete consolidated financial statements prepared under GAAP. To assist investors in compensating for these limitations, we reconcile our defined FFO measures to our net earnings computed under GAAP.
SOURCE Prologis, Inc.
